Underneath
by Not Poignant
Summary: Puck decides to get creative about the ways he can get under Rachel's skin on the way to Sectionals, and can't make himself stop once he gets there. AU after Mattress, Season 1. Puck/Rachel.
1. 01

**Spoilers:** throughout early season 1, pre _Mattress_, since this was written before it had happened. Totally AU. It's my imagining of Sectionals.  
**Warnings:** First Time, Smexin'

**Author's Note / Summary:** Feedback makes me write more fiction. It's a proven fact. I wish I could say a prompt inspired this, but really, just imagining Puck and Rachel doing dirty things together did. Standard disclaimer about me not owning the characters and stuff applies. Also, this is a multi-part series.

* * *

On the bus to sectionals, he ends up sitting behind her, right at the back of the bus. She's on her own, something that he delights in pointing out to her, because she's a total loser. She's not even watching Finn and Quinn together, like he thought she would be. She gazes out at the window, and every now and then looks down at her music.

'You probably care more about this shit than you do about other people,' Puck drawled, leaning forwards so that his mouth was by his ear. He doesn't know why he does this, but it feels good, ribbing her about her pathetic, over-achieving life. Rachel shifts away from him on her seat, and then turned to look at him, raising one, arch, eyebrow.

'Are you suggesting that people like _you _are worth caring for? I think you'll find that my ability to care for people is directly proportionate to how well they treat me, thank you.'

She turned forward again. Puck narrowed his eyes. It was like he was constantly surprised by how well she could lash him back, when she had the energy. After all this time, how did he not expect it?

He gets off his seat and joins her on her own. She pushes at him, but he simply uses his bulk to crowd her space and get her to move sideways, against the window. Mr. Schue looks back at them, and then goes back to talking to Brittany about oh, Puck imagines, something riveting like kittens or strawberries or what was it the other day? Ripe mangoes. Right.

Next to Rachel's slender form, especially the way she presses herself into the window, he feels awesome and like a winning football player, all macho and strong. Not like the loser football player he actually is. He fake yawns, fake stretches, puts a heavy arm around her shoulders. A few more people look back at that, Artie rolls his eyes, Mercedes laughs, but they go back to their business. But Rachel, underneath his arm, is so tense he thinks she's going to jump upright out of the chair.

'Get your arm off me.'

He squeezes her shoulder with his whole hand.

'Aw, I'm treating you pretty well right now. Your care factor for me must be increasing, right?' He grins. 'And if it's not, at least I'm distracting you from your nerves about a meaningless competition. I'm your saviour.'

Rachel looks dead ahead, her face stony.

Puck ignores her expression for a moment, feels her next to him instead. He conveniently forgets how hot she is sometimes, when she's talking, or with what she usually wears (skirts are fine, but knee socks? Come _on_), but this is... kind of nice. The hand on her shoulder becomes the back of his knuckles stroking down the side of her arm. Up and down. Up and down. He watches her open her mouth to protest, but then, inexplicably, she closes it again. He stops himself from nodding, as he thinks, _well of course she's desperate for it. _

She sighs, her eyelids lower so that he can't properly see her expression, and then she looks away again. He wonders if she's ignoring him, or something else. He decides to find out.

He lets the side of his knuckles 'accidentally' brush against the side of her breast and she tenses again, but doesn't move. So he does it again, and again, until the hands resting primly on her knees clench at her skirt. Puck bites the inside of his lip. _Hot. _The seats are high enough, and they are far back enough, that he could probably touch her breast without anyone really seeing. So he lets knuckles become fingers, cups her breast gently, and then squeezes.

Rachel exhales shakily, turns back as though she's going to say something, he can't actually believe she's been quiet for this long.

'What are you doing?' She says after a beat, her voice low and quiet.

'Feeling you up.' He says, matching her tone, letting his hand drift down her ribs and back up again. She's wearing a soft sweater, but he doubts it'll be as soft as his skin. He looks around again, but he doesn't know why he bothers, no one gives a shit about what he's doing. He deftly navigates under her sweater and shirt, onto bare skin. He lets his cool hand luxuriate in the secret warmth of her ribs. And then he trails fingers up, to skate the lace (oh yeah, he thinks) on the underside of her breasts.

Rachel's breath hitches, and she looks at him then. Their faces are so close. He can see her wide, vulnerable and confused expression. And even better, the way her lips are just oh-so-slightly parted so she can breathe heavier without people noticing. He thinks about kissing her, but he doesn't.

'Surely you can see that this can't end well, on account of us being on a bus?' She whispers, and Puck shrugs, the motion bringing his fingers over her nipple through the lace. He rubs fingerpads against it and watches her eyes flutter, and then pinches it, not as gently as he thought she might like. She makes the tiniest of noises, jerks a little, but then her chest heaves harder and one of the hands on her knees transfers to his own, squeezes his thigh now. He gets harder, swallows. He imagines that hand, those perfect nails on his dick, and feels dizzy for a moment.

'What, you think it's going to have an even better ending once we get to the motel?' He drawls, pinching her nipple again, wishing that he wasn't so restricted from moving. That they weren't on a freaking _bus_. 'Thinking about it now, are you? Me pulling your legs apart, pushing myself into you, you thinking 'oh wait a minute, I was saving _that _for Finn, whoops,' how well do you think this is gonna end?' He smirks as her eyes open, and she looks wounded.

She moves her hand off his thigh, tries to shrug away from the hand under her sweater, but it doesn't work. He backs off a bit, rests his palm against her ribs again, looks at her wondering why she makes him say these things.

'You're a pig.' She says quietly, and then, 'has it ever occurred to you that I'm aware exactly how ridiculous it is that I have a crush on someone who is soon to be a father of a child from a mishap teen pregnancy?'

'No. I don't think you're aware of _exactly _how ridiculous it is. That's why I'm here. On this trip. I'm a portable reality check for the number one Diva gleetard. I'm here just for you, _babe.' _He mocks her, and she reaches back with her hands and grabs his fingers resting against her, through her sweater, and twists them back so hard that he swears in pain and yanks his hand and arm back.

As the others look back to them, Rachel stands up and moves awkwardly to another seat, further up the bus. She ends up behind Mercedes and Kurt, who turn around to draw her into their conversation. Rachel responds with a fake enthusiasm, and Puck knows its fake, because no girl reacts like she just did if the insult hasn't landed. Bullseye.

He stays at the back of the bus, falls asleep while hard, he thinks about all the ways he can get under Rachel's skin again.

* * *

He knows she's avoiding him, which makes it even better. He's all about the chase, sometimes. Especially when he knows that he's got a back up of cougars that he doesn't have to chase at all. The reassurance of knowing he can get pussy whenever he wants, allows him to relax into the game. And that game is Rachel Berry.

Some of them end up with rooms together. Mercedes, Tina, Artie and Kurt requested it specifically, and so did a few of the others. But Rachel, he and Mr. Schue, along with the 'we can't trust you not to have sex because you're already pregnant hey' Quinn and Finn, got separate rooms. He checks his out, it's pretty lame, and decides to check in on Rachel.

He finds out her room number from Mr. Schue, under the pretence of wanting to practice one of the songs.

He turns the doorknob, expecting it to be locked, but it swings open. He walks in, and she's sleeping fully clothed on top of her bed, curled in on herself, one arm thrown out like she's reaching for something, probably her fame, he thinks. He notices her music notes on the floor, on the bedside stand. He's never known anyone to take anything this seriously. He closes the door gently behind him, locks it, and then walks over to pick up some of the music. There are notations everywhere. 'Don't go flat!' and 'kill it' and 'big smile here!' and the kind of shit he actually expects her to write.

He puts the music down, looks at Rachel, smiles to himself. The idea of sliding next to her, feeling her up until she wakes up is tempting, but also not really his style. He's not into chicks being asleep when he's making his moves. So instead he goes for something that will be really entertaining. He kicks the bed really hard.

Rachel's eyes fly open as the bed shudders in a way that suggests maybe you shouldn't kick motel beds at all. Her reaching arm jerks back into her body, and in a matter of seconds she's sitting up, looking dazed and still managing to glare pure, venomous, hate at him.

'You forgot to lock the door,' he explained. 'Let this be your cautionary tale.'

'This is trespassing and harassment. I could press charges, you know.'

'Do it.' He flicks his cell phone at her, and it lands on the bed next to her. She looks at it, confused, and then looks back at him.

'Why are you doing this?'

'You know,' he says, as he sits down on the bed and kicks his shoes off. 'You're kind of hot, right? I mean kind of, not all out prom queen like Quinn or anything, but still...' He turns to face her, and then grabs her arm when she goes to get off the bed in disgust.

'Slow down, Sleeping Beauty,' he says, scooting towards her, seeing up close that she's still waking up, blinking like she can't quite believe what is happening.

He keeps her pinned to the bed as he leans in and kisses her. Her lips against his open to say something, to protest, and he licks her bottom lip with his tongue, before biting it gently. He slips his tongue into her mouth like he's tasting a secret, gentle and thorough, slanting his lips across hers and feeling pretty damned awesome because man, sex with older women has put him in a pretty good position to read body language. Nothing like a woman in her prime to tell you exactly what she wants, teach you things about the body they'd i_never/i _teach in sex ed.

Rachel's tongue, smaller than his, the one that shapes those perfect notes, shifts softly in her mouth, and then touches his hesitantly. He responds by slicking his tongue up along hers, and she shivers, she's not trying to yank her arm away at all. So he lets go and arches up over her, keeping their mouths connected, using his weight to encourage her to lie back down on the bed.

She makes the tiniest of moans against him, something despairing in the tone, and he breaks away from her lips to lick the side of her mouth, kiss his way along her jaw, lick the underside of it, kiss his way to her ear. She is breathing heavily, not protesting at all, knees drawn up and one hand on his arm holding on. When he sucks her earlobe into his mouth, she turns her head for better access, and when he starts kissing the side of her neck, and running his hand down her arm, she exhales hard.

'Why are you doing this?' She says again, her voice breathier, her body shifting restlessly when he runs his hand over her clothed belly. He ignores her, kisses her collarbone, pulls the collar of her sweater down, kisses further. And then pulls the hem of the sweater up. He looks down at her smooth, olive skin and holds back from groaning as he moves down to kiss her belly. It spasms beneath him, sensitive, and he keeps kissing it until the muscles relax against him and she sighs.

When he runs his teeth over her gently, her fingers clench the bedspread. He smiles, lazily, pushes his body alongside hers, wraps a leg around one of hers so that his thigh is forcing her legs apart. He props himself up on one elbow, looks down at her, thinks of a few insults and then decides it's not worth it. Not in this moment. He kisses her again, tongue tangling with hers, and then thrusting lewdly, provocatively. Rachel's reaction is startling, and her whole body arches up against his. She whimpers.

'Oh yeah, baby,' he mutters, as he squeezes her knee and brings it up so that he has better access to all that skin underneath the skirt. He trails his hand down her inner thigh, and she actually whimpers again, clutches at him, and then one of her hands grasps at his chest. She's kissing him back hard now, but her lips stumble when he grazes her cotton panties. She pauses, stills, like she can't believe what he's doing. Neither can he. She's so hot, like a furnace, and he can feel dampness between her legs. He wonders if this is from earlier, on the bus, or from just now, and he doesn't care. He opens his eyes, and looks at her closed ones. Wonders what she's thinking.

'Open your eyes, Rachel,' he says, and she does so, they are wide and apprehensive. He can't blame her for waiting for him to spoil it.

'Watch me.' He orders, slipping a finger beneath the cotton, using his hand to make the fabric looser, give him more room to manoeuvre. And then he watches her intently as he slides the tip of his finger into her tight, wet heat. Rachel's mouth shapes around a wordless syllable, her eyes fall closed, and he can almost feel all her concentration at the centre of her body. He kisses the side of her mouth, presses his head against hers.

'You want me to go deeper?' He says, and she whimpers. He doesn't know what it is, but those high pitched noises are really getting to him, and he has to close his eyes for a moment. He can't believe it, but Rachel might actually like being talked dirty to. He hopes so, because when things go silent between the two of them for too long, it gets strange, and awkward.

He doesn't wait for her answer, just slides his finger as deep as it will go. She's so hot, and so tight, that his dick jerks in its confines. He bites his lip, and Rachel's head has tilted backwards, she moans as he withdraws, presses back in.

'You want me to fuck you?' He says, bluntly, and she gasps.

'We...shouldn't.' She manages, but her hand is underneath his shirt now, while the other clenches even harder on the bedspread. And she's touching him wherever she can reach skin.

'Shouldn't we? You really are saving yourself up for Finn, huh?' He says, pressing up against a slightly roughened patch of skin inside all that wet heat. Rachel shouts then, arches, eyes go incredibly wide.

'Oh _god.' _She chokes.

'Like that, huh? Berry, I'll do that again, and then you can tell me why we shouldn't fuck,' he says darkly, but instead of doing it once, he presses against the spot over and over again, rubbing it, slowly easing another finger into that impossible tightness. He's more aware of the restriction at her entrance now, and thinks _because she's a virgin, _and watches her face as he continues to untangle her defences. She's mumbling things, moaning long and loud. It'd be perfect pitch if it wasn't for the shakiness, the need she has to constantly be catching her breath.

'So tell me why,' he says, stopping suddenly, leaving his fingers inside of her. Rachel shifts, incoherent, rumpling her clothing even more. He thinks, _Jesus, what is wrong with me? Serious oversight here._

He withdraws his fingers, wipes them against her inner thigh, and then tugs at her sweater until she lifts her arms. And then her shirt. And then finally he's unsnapping her bra and as he goes to draw it off her shoulders, her hand comes up and holds the bra to her chest.

'You can have sex with anyone, but doing it with me is just cruel.' She says, looking down at the bed, face still flushed. 'It doesn't matter what I want, what matters is your motives.'

She doesn't sound nearly as put together as usual. Her voice shakes, and she looks dishevelled. Her skirt is bunched up, her bra is hanging off one shoulder, being held in place by her hand. Puck looks at the way she looks down at the bedspread and narrows his eyes.

'It's never gonna be Finn.' He says, angrily, and she smiles sadly.

'I'm not naive, Noah.' She says softly, vulnerable where he is abrasive. 'I know it's not going to be him. Probably not ever. No matter what I do, or what I want. This isn't about him, even though you seem to want it to be about him. It's about i_you/i. _You saying to all your buddies 'I tapped that and wish I didn't' in the boy's lockers. Or accidentally letting Mr. Schue know that I'm not a virgin anymore. Or any of the hundred things you could say, you i_will/i _say, to make me think of this as the biggest regret of my life. I get that a woman's first time is not perfect. But in this situation, I'd settle for something that I didn't look back on with horror for the rest of my life.'

Puck is struck dumb by her monologue. Because he's really like that. Because everything she's just said is everything he'd consider doing, except that he'd probably be a bit more lewd about it.

He really looks at her now, the way goosebumps have come up all across her skin. And the way she's concertedly not looking at him, being as non-confrontational as possible, laying it all out. He could say so much, right now, there are so many perfect one-liners to use in this situation. But he says nothing, rendered quiet by her quietness.

'What if I didn't do those things?' He said, suddenly, wondering why he was even asking. He should just walk away now, forget this ever happened, find someone else to screw that wouldn't be such a simultaneous mind-fuck.

Rachel looked at him. She looked like she was about to cry.

'I can actually keep a secret.' He said suddenly. 'I have. I could have told everyone that I tapped Quinn, and I didn't. Sex isn't like everything else. It doesn't have to be.'

'You just really want to have sex. With anyone. It's your hormones.' She pauses. 'It doesn't have to be me.'

'No, I think it does,' he said, 'I think it has to be you.' He takes his wallet out of his pants, takes the condom out of it, throws it where she can see it. 'And...I think you want it to be you.'

Her breathing seems to stop for a moment, the whole room is weighted with silence, and then she looks at him, her expression unfathomable. He hears himself breathing, he wants her so badly. And then she removes her hand, and lets her bra fall of her shoulders, onto the bed.

He swallows hard. Her breasts are small, smooth, unmarked except for a small birthmark above her left nipple. He has to press his mouth to it, but not yet. He looks at her, and then takes his shirt off, kicks off his pants and crawls over to her. She is still sitting, and he presses his mouth to the birthmark. She inhales in shock. His mouth moves to surround her nipple, and it becomes quickly hard in his mouth. He sucks at it, and then bites gently. She grunts at this, and he bites harder, and she moans and the elbow she's using to prop herself up buckles. He files that information away for later, and moves back up to her mouth to kiss her, rubbing his lips sensuously against hers, taking more time than he'd usually bother with other women.

Rachel's hands have gone straight for his dick. Out of nowhere, she presses her palm against him through her briefs, and feels his size, hesitantly. He groans, thrusts against her, bites her neck.

'Shit, Rachel,' he says, and emboldened, she sneaks her hand, those fingers and pink-painted nails, underneath the material and touches him directly. He's pretty sure this is the first time she's touched anyone's dick _ever, _and the thought makes him harder, He runs his hand down her torso and presses it flat between her legs.

She exhales shakily, and then lifts her hips so that he can slide the panties down. He flings them off the bed, and then slides a finger into her with no preamble, moves his thumb up to rest alongside her clitoris, not touching it directly. Her hand falters against him, she whispers something, but he can't make it out as he begins to move his finger back and forth, in and out. When he pushes back in, he rubs against that spot, when he withdraws, he withdraws all the way. Soon Rachel is making sobbing sounds, actually gripping his penis and moving her own hand instinctively. Up. Down.

'Jeeeeesus,' he says, moving her hand out of his briefs and pinning it to the bed. 'Jesus, Rachel, that's not fair.' He pushes a second finger into her, watches her head thrash against the bed, and moves his thumb alongside her clitoris. He wonders if she can come, being so tightly wound, he doesn't know if it's going to happen. But this is _good. _This is promising. This is not what he realistically thought sex with Rachel would be. He expected random monologues, and maybe even a chastity belt, and perhaps some kind of presentation of contracts to sign.

He takes his time, listens to the way her breathing changes in cadence, deepening, speeding up, never completely even. When he gently stretches his fingers at her opening, she winces and then moans. When he's pressing fingerpads up deep inside of her, she always needs to catch her breath. He bites his lip, gently withdraws, and takes off his briefs. She looks at his eyes, and then slowly down at his dick. He thinks; she either wants it really badly, or she's wondering how it's gonna fit, or maybe a bit of both.

He grabs the condom, and she looks at it, and her eyes widen a little when he doesn't hesitate, and rolls it straight onto his dick. He is burning to be inside of her. To see what she does when he's deeper than anyone has ever been inside of her. He has to clench his teeth and think of maths for a moment, because Jesus, this is hotter than he ever thought it would be.

He settles himself between his legs, rubs his dick up and down her wetness, bumping her clitoris. She groans, but her eyes remain open, filled with trepidation, not looking away from his. He positions himself at her entrance, kisses her.

'Don't be scared.' He says, as he leans back to look at her.

'It's going to hurt.' She says, and he wonders if she means that in more than one way. But he whispers 'shhh' with more tenderness than he knew he possessed for anyone else bar his sister and mother. He says, 'I'll go slow, you can tell me to stop and I'll actually stop.'

She doesn't look convinced, and he's worried all this shit is ruining the mood. Time for plan B. He drops his head down, kisses her breasts, laves her nipple with his tongue. She sighs shakily, and then relaxes by increments. He thrusts forwards the tiniest bit, feeling her stretch around him. She said '_oh', _like she wasn't expecting it, even though he'd been there the entire time. It's not like she had no idea that was coming.

'Kiss me.' She said suddenly, a bit of the old Rachel spark flaring at the most unexpected moment. He grins at her, because that's good timing, and he kisses her long and hard, until her hips arch up against his. He doesn't take the bait the first time, waits for her to relax, and then at her next arch, he times it and pushes in as her hips rise.

She moans sharply against him, and stills a little, though they don't stop kissing. Her teeth bite his bottom lip, and he sees stars, because he happens to like it. He pushes slowly deeper, concentrating as hard as he can, until;

'Oh god, wait, wait,' she says, and he watches her, forehead furrowed, mouth twisted in a grimace.

'Is it bad?' He said, and she shakes her head, but her brow was still furrowed. He reaches his finger between them and strokes it alongside her clitoris. Some of the tension in her face twisted from pain into something else, and he saw the moment she went from 'maybe this isn't such a good idea,' to 'okay, I'm into it again.'

'That better?' He said, 'you like this?' He added, and withdrew a little, pushed back, feeling her insanely tight against him. He did it again, and again, withdrawing, pushing in, over and over. Moving only about an inch inside of her. Slowly it got easier, and he got deeper and deeper, until he was all the way in.

'Oh _fuck.' _He said, and she was nodding her head in agreement.

'Say it.' He orders, pressing his lips alongside hers, 'say 'fuck.'

'Fuck,' she whispers, as he arches his hips back and thinks maybe teaching Rachel to talk dirty might be his new pet project; and then pushes slowly back into her, 'oh, _oh, oh my god.' _She said, the words stretching out of her, and he wonders if she's ever felt anything this good. Ever. Wondered, because there was a quality of awe in her voice that he'd never heard before, even with Quinn. A sense of being within something totally new, which made him feel both amazing, and tender. It was like hearing her sing, and going into that space with her, where he felt something he didn't normally allow himself to feel.

He sets up a fluid rhythm against her, plundering her heat, touching her breasts, kissing her and then brushing kisses against her eyelids, her cheeks, her eyes, breathing in the scent of her hair. He kept his finger moving alongside her clitoris as best as he could despite the angle, and she seemed to like it, but he didn't think she'd come. Maybe not this time. He'd like it if she did, and then he realised he wanted it more than anything, because if she thought i_this/i _was amazing, boy did he have some surprises for her.

'You feel so good.' He managed, and she opened her eyes.

'Do I?' She said, and there was nothing coy about it. Nothing but arousal and a level of insecurity he was surprised to see, it made his brows knit together.

'_So _good,' he said, emphasising his point by going a bit harder, a bit faster. Rachel made a choking sound deep in her throat, began arching up to meet his thrusts.

'Does it still hurt?' He said, wondering why he was even bothering to talk at all.

She nodded a little. 'A good hurt.' She said, and he grinned to himself. He withdrew, slammed back in, and her mouth fell open.

'Bastard,' she added.

'You said it was a good hurt.' He said, but his words were stifled in the force of his own desire. 'Oh Jesus, I'm going to come.' He manages, and she actually moans when she hears him say that. He can't believe it, she's going to do him in completely.

'Go on.' She said. 'You can.'

It was the last thing he ever expected to hear, but the sound of her voice encouraging him in this moment just did it for him. He thrust deep inside of her, wrapped a hand underneath her hips and held her up to him as he exploded, jerking and swearing, pushing his head into her neck and breathing hard, over and over.

When he was done, he withdrew, kissing her gently as he did so. He looked down at the condom, took it off, tied a knot in it, threw it somewhere.

'What now?' Rachel said, her voice still wet and breathy. Still dazed. Puck decided he was going to take full credit for short-circuiting her ability to string more than two words together.

'Now, you.' He said, moving lazily back over her, pushing two fingers into her, rubbing up against her g-spot, biting his lip when she keened in the back of her throat. He's tired, but he decides that this might be worth it.

'You don't have to...' She said, trailing off when he added a third finger, worked on stretching her even more.

'I want to.' He said.

'I can't always, I can't...' she paused for a minute, caught her breath when he splayed his fingers inside of her, '_oh, god,' _she finished.

'I figured, actually. You being so tightly wound and all. Come on, let me unwind you, Berry. ' He switched back to two fingers, slid down her, pressing kisses against her breast and belly as he went, smelling her scent as he got closer to her pussy.

He pressed his tongue against her clitoris, and she grunted, arched, spread her legs even wider. He began using everything in his significant repertoire, licking her, suckling, biting gently, and using his other hand to spread her legs so wide he was sure it hurt a little.

She was gasping now, moaning into her arm, saying something that sounded completely incoherent and may have ended with 'Puck, _god.' _It made his spent dick twitch again, and he smirked.

'He built her up slowly, watching as each layer of tension; tension he didn't even know she still contained, seemed to unlock in her body. In her arms, in quality and throatiness of her voice. And then a moment later, she began to clench against him, she hummed in the back of her throat, whimpered over and over. And he thought, _got you, _and didn't stop what he was doing, only increasing the speed of his fingers inside of her.

He heard her saying something, and then he realised she was saying his name. 'Noah Noah Noah Noah Noah,' and it was maybe one of the most beautiful things he'd ever heard. That name, that voice, the whispery, desperate tone of it. She was reaching for him, pulling his head up, and he hesitated, because she was _definitely _going to come if he kept his mouth on her, but he followed her lead, came up, kept moving his fingers, using his thumb where his mouth had been.

'Come on, Berry,' he says, 'let it go. Just let it go,' he said to her, and her body arched up against him suddenly, and he grasped her and held her in his free hand, feeling the tremors start, the spasms and the clenching and pressing so hard against his fingers that he struggled to move them and let them go limp instead. Her eyes had flown open, she was staring blindly up at the ceiling, and loud, harsh, unbelievable sounds fell out of her mouth. Her legs clamped shut, and she turned her body so that she was arching more fully into him, burrowing her head into his shoulder, making sobbing noises there. He held her, rode out one of...what would probably be top three orgasms he'd ever seen another woman have. And perhaps one of the most intense.

He held her when she went limp against him, and kept holding her as he withdrew his fingers from that tightness and wrapped them around her torso. And then drew her sideways into him, kept holding her, because if anyone was mean to her right now, in this moment, he'd kill them. He'd fucking slit their throats and kill them.

She was shuddering, still shaking in the aftermath, clinging to him like she'd been tossed from a car.

'I've got you.' He said, not really knowing why. And it all seemed to slow down. Her breathing, the desperation of her hands against him, even the hard way she pressed her head into his shoulder. She leaned back a little, and he saw tears on her eyelashes.

'You okay?'

She nodded, mute.

'Intense?' He guessed, because he'd seen this before. And she nodded again.

'Awesome.' He said, kissing her chastely on the lips, and then on her eyelids. She sighed against him, reached one of the hands that was clinging to his chest around so that it was under his arm, holding at his back.

'Is it always like that?' She said, 'I'd give up singing for that.' She added, and he laughed, because he was so sincere in the moment, and so delightful, and made him feel warmer inside than he thought he could.

'No, you wouldn't. And no, it's not always that intense. Although,' he added, 'it might be for you. You're kind of an intense person.'

'And sleepy.' She said, yawning.

'Sleep then. We don't need to be anywhere.'

'Do you have another condom?' She said, her voice sleep-infused already. Puck raised his eyebrows.

'Another in my wallet, a whole packet in my bag. I'm prepared, baby.'

'Um.' She said happily, already drifting off.

Puck stared at her in shock for a moment, and then lay down next to her, falling asleep thinking happily about all the other ways he could get underneath Rachel's skin.


	2. 02

**Author's Note / Summary:** Feedback makes me write more fiction. It's a proven fact. I wish I could say a prompt inspired this, but really, just imagining Puck and Rachel doing dirty things together did.

* * *

When Rachel woke up, sore and satiated, Puck was gone. She had no idea how long she'd slept for, but it couldn't have been too long because it was still light, and it had been mid-afternoon when they'd arrived. She tried to ignore the creeping horror that right now, Puck was out there, telling everyone in earshot about what a bad lay she was.

She felt like an idiot, getting caught up in the moment, acting impulsively, doing everything that made her feel like a juvenile, instead of an adult. (Not that she actually _was_ technically an adult, but she knew the best role model you can have is yourself, and really, she had to act mature if she wanted to be a star).

She got up and hunted after all her clothing, putting it back on hurriedly. She walked into the pokey bathroom and looked at herself, swallowed a groan of 'oh no, I look like birds started nesting in my hair.'

It was all too much. She went back into her room, sat down on the bed, stared ahead as she tried to martial her thoughts together. It didn't work. The whole room smelt like sex.

_And if Mr. Schuester wants to come in to go over your pitch, what are you going to do then?_

And that thought prompted a whirlwind of movement that involved everything from making the bed with hospital corners, opening the tiny window and waving her hands ineffectually, spraying almost every surface with deodorant, and finding the condom looking a bit sad on the floor, picking it up with two pens that she found in a bedside cabinet, making a face at it while manoeuvring it out of the window.

She had almost finished untangling her hair when she heard a knock on the door. She closed her eyes briefly and took a deep breath.

She went to the door, opened it, and Finn strode into the room. He looked around wildly, his eyes narrowed, and then he turned back to her. She noticed that there were little splotchy patches on his cheeks.

'You didn't just...no never mind. He must be lying.'

Rachel felt the blood drain her face, she stared at him.

'What?' She said.

'I mean you hate each other.'

'P-Puck?' Rachel volunteered, feeling stricken. _What had the two-faced lying bastard said about her? And after his nice, lame speech about how he could keep a secret too._

'What did he say? What has he said to the group?' She ignored the quality of voice she had, which a more intelligent person would have read as 'hiding something.' She thanked any higher power she could think of in that moment that Finn, bless him, was actually kind of dumb.

'Oh no, nothing to the group. Rachel, it's cool, he must've just been trying to piss me off. Things have been weird between us for a while. You know how he is.'

'Forewarned is forearmed, Finn, _tell me._'

'No, really, i-it's cool. I don't know why I even believed him.' Finn laughed a little, and then fidgeted a little. 'It smells really _flowery_ in here, did your perfume leak or something?'

'I...n-yes.' Rachel said. 'Everywhere, I think I'm going to have ask my Dads for a new bag and everything. But at least my notes will smell really nice, I hope not too strongly because as you know, strong scents can interfere with the vocal chords when singing,' _do I ever shut up?_ she mentally asked herself, as she finished her babbling with, 'and I can't have anything interfere with my star quality when I'm on that stage.'

'Bummer.' Finn said eloquently. 'Well, I should go. Sorry, Rachel.' He said, and left as awkwardly as he'd entered.

Rachel took another deep breath once he'd gone and shook her head. What had Puck said? She had a mind to march out there and force him to tell her. But she couldn't bear the thought of even leaving her room right now, she felt like ten kinds of a fool. She knew. She _knew_.

She sat down on her bed and looked over her music notes, coughing occasionally as the floral scent crept into her throat.

* * *

She forced herself out of her room several hours later, skipping dinner, and going straight to the room marked for early rehearsals. She knew, logically, that no one could know that she had just had sex, that she wasn't a virgin anymore (_unless Puck had told everyone_) just from looking at her, but she still wondered.

But when she entered, no one acted weird around her; Kurt didn't snark more than usual, Quinn didn't even seem to notice that she was there as usual, Santana wasn't giving her the evil eye or anything.

She turned and saw Puck, who was looking at her sombrely. She felt queasy.

_Big smile, Rachel, and down to business._

But she couldn't do it, and feigning a coughing attack, she excused herself and walked out of the room. She leaned against the wallpaper in the corridor, pulling herself together, telling herself that just because Puck had probably told Finn, didn't mean he was going to tell everyone ever. He certainly didn't have enough mental capacity to put it on flyers and stick it around the school, so she should stop imagining _that_ at least. But she couldn't help but feel it was only a matter of time. She was torn between lambasting herself, and denouncing Puck in her own head.

Five minutes passed, and Mr. Schue came out and saw her leaning against the wall. He seemed surprised to see her there, and a few seconds passed before he asked;

'Are you okay, Rachel?'

There was a beat, when Rachel realised that so much of her future was riding on this. Something as small as Sectionals could lead to a career in Broadway one day.

'Of course, Mr. Schue.' Rachel managed brightly and walked past him into the room.

This time her nerves didn't fail her.

* * *

At 1.00am, after tossing and turning and deciding this was no way to live her life, she got out of bed and turned the flickering lamp on. In the dingy light, she sent a single text.

_Where are you?_

A text came back a moment later.

_Rm 32_

She put her shoes on, a jacket, and then decided to get dressed properly and spent ten minutes looking at herself in the mirror, fussing over her hair. And then she spent another five minutes trying to make it look dishevelled again, to indicate that no, she didn't really care what she looked like around him.

She found his room easily, the door was unlocked, and she stepped into the same dingy lamp-lit room that was just a little bit crappier than hers. Puck was in bed, sitting propped up, looking at her.

'What did you tell Finn?' She said, unable to wait.

Puck smirked.

'If this is the beginning of you telling everyone and his dog,' she continued, 'then you'd better let me know so I can prepare myself and my own narrative of the events.'

'Sit.' Puck said in a low voice, patting the side of the bed next to him. Rachel scoffed and shook her head.

'If you sit, I'll tell you what I said to Finn.' He said, and she could actually _hear_ the enjoyment he was getting out of this.

'Listen to me, Noah,' Rachel said, unleashing the spite that sometimes lurked nearby when she felt trapped, 'you are just _one_ phone call away from my Dads finding out and me claiming sexual harassment. And then it won't matter what you tell people, because no one will believe you when they measure my own reputation against yours. I might be many things, Noah, but I'm not a slut, and I don't get around like you do.'

Puck's hand jerked back from the bedspread.

'I told Finn to stay away from you, because I'd staked my claim. Okay? That's it. I may have used more words. I don't remember. That was the gist. But I take it back. You are way more trouble than you're worth, Berry.'

Rachel turned to walk out of the room, and then paused with her hand on the doorknob.

'_Why?_ Why did you have to tell him anything at all?'

'We can't have anything at all, while you two are still thinking you have a shot at each other. You think I don't know that he has some retarded super-magnetism that makes up for his dick size? Seriously.'

Rachel squinted as she tried to process that information. Puck wanting to have something with her? No, that didn't sound right. Was that just a sledge at Finn's penis size? She shook her head.

'You're not going to tell anyone else?' She said into the door, unable to face him, feeling kind of ashamed now for being so paranoid.

'Like anyone would be surprised that you're a bad fucking lay, Berry. I wouldn't even bother. It'd bring my rep down way more than yours. I might be some kind of man-whore to you, but I'd rather be that than be you.'

It was so scathing, so direct, that Rachel actually made a sound before she could stop herself. She paused, listening to the rushing sound in her head, and that inner voice that told her to keep it together, told her to _keep it together, dammit_. She had the door halfway open when a hand reached over her shoulder and pressed it closed. She turned and Puck was standing there, wearing boxers and nothing else.

'Fuck you. I'm sorry.' He said, in a way that both delivered anger and apology at once. She stared at him, shook her head.

'I was...bad?' She said in a voice that was so small, she had to look down at the floor to hide her embarrassment.

Puck swore, and she heard a loud thump next to her and jerked her head up. He had tiredly pressed his forehead against the door beside her, and looked as unhappy as she felt.

'No.' He said, tiredly.

Rachel nodded, and then needed some space, and ended up going to his bed and sitting down where he'd patted it. She ignored that it was warm from him, and that it was kind of nice, and said the next thing that came to her mind;

'Finn is...small?'

Puck snorted laughter into the door and turned to face her, a broad grin stretching across his face. He shrugged.

'Best friends don't rat out best friend's dick sizes.'

'You're probably lying anyway,' Rachel said, defending Finn, even though it felt stupid to be doing it in the darkness of Puck's room.

'Whatever.' He said.

'Do you have any food? I haven't eaten since...' She thought, 'since this morning.'

Puck raised brows at her, and then went into his backpack and dug around until he found something which he then tossed to Rachel. It was a bag of jellybeans with a post-it of 'Good luck!' on it. She opened the packet, and held up the post-it, and Puck shrugged.

'My sister.' He said.

'I just wish I wasn't so confused about all of this.' Rachel said as she ate five jellybeans at once. 'I don't even know why I'm telling you anything at all. You clearly can't be trusted. Sort of. And technically I shouldn't even be here, but I couldn't sleep, and I decided that you were at least partly responsible for that,' Rachel said around her jellybeans, swallowing a multitude of flavours at once. 'Are you sure I wasn't bad?'

'Jesus, get over it Rachel, you weren't bad, okay?'

Rachel smiled a little.

'I was hoping that some of the books I'd read had paid off, I mean I know nothing exempts the value of actual experience, but I thought that maybe-'

'Is this thing you do, the not shutting up...do you do that when you're nervous?' Puck said suddenly, walking over to her and sitting next to her. Rachel looked at him, swallowed a jellybean. She was thinking of something to say, when his lips came down on hers and his tongue actually licked at her. _Licked_.

'Apple.' He said, and then grinned, before kissing her properly, lips pressing against hers, tongue gently tasting the underside of her lips and tongue. Rachel let the bag of jellybeans fall out of her hand, and closed her eyes, surprised to feel her body quicken already. Despite being physically exhausted, curls of warmth were beginning to float through her.

'Shouldn't we talk about this?' She said against his lips, drawing back to take a breath, and ignoring the fact that her hands had somehow found their way to press against his ribs.

'And say what? I said shit to Finn, you said shit to me, and now you're letting me make it up to you?'

Rachel laughed.

'Like you're god's gift.'

'Like you didn't enjoy it.' He said, and she didn't want to give him the satisfaction of admitting he had a point, and he didn't seem to care either way, because he was leaning in again to kiss her. She remembered some of the things he'd said and bit down on his lower lip hard. When he swore, she pushed him down onto the bed and straddled him, shifting her hips up so she didn't immediately come into contact with his erection. She didn't think she was ready for that yet. Not twice in one day, anyway.

She was feeling a little uncomfortable, and actually kind of tiny, aware of how far her legs had to spread just to straddle him. She wonders if she should just move off him, apologise, go back to the serious discussion. But as she's weighing up the pros and cons, Puck draws her upper arms down and kisses her again. She almost scoffs into his mouth when he goes straight to her top and starts trying to tug it up over her head.

'Can't kiss and undress at the same time.' She said, leaning back and removing her blouse, folding it and then placing it on the other side of the bed.

Puck says nothing, no quip even, and when she turns back to him she is reminded that she hadn't thought it was worth putting a bra on at one in the morning, and that he didn't know that.

'Condoms. Wallet.' He says, pointing, and she looks at his wallet which has been thrown on the ground, next to the mound of his clothing, an empty water bottle, and some crumpled music notes. She tries to weigh the situation up again. Is it _really_ a good idea to be having sex again, no matter how tempting it is? Should she just nip this thing in the bud and pretend it never happened? It was unfair being the smart, logical one all the time, because it's not like the sex was bad or anything, and she's fighting against a down-low warmth that persistently reminds her that actually, she is a hormonal teenager, and actually, Puck's torso is really warm between her legs.

She is trying to think of ways to let herself and Puck down gently, when a hot palm ghosts over one breast, and then the other. She turned back and looks at him, and then closes her eyes when he squeezes gently, strokes one nipple, pinches it.

'I can't do both, Puck. I can't get the condoms, and deal with you doing...whatever you're doing.'

Puck removes his hand and Rachel wants to claw him in the face for that, but instead her body traitorously slides her off the bed and goes over to his wallet. She picks it up, and walks back over to the bed, where he's watching her with a look on his face that might be awe. She thinks, _no, that can't be right._

'This whole skirt and nothing else is a good look for you, Berry.'

Sometimes, rarely, Puck says things, and it makes her want him. And sometimes he says things that inexplicably (or sometimes not inexplicably at all) leave her thinking; _this is not a good idea._

'This is not a good idea.' She says.

'Tell me about it.' He grins at her, beckons with his finger.

'No really, I mean out of all the logical things I could be doing,' she looks down at herself walking back to the bed and thinks; _I'm trying to convince two people here, not just one_, 'this is not one of them. It's not even remotely rational. I'm tired. You've been quite mean to me tonight, and I want to win Sectionals, not be snowed under by typical teenage angst because of some...'

'When I said tell me about it, I didn't actually mean it.' He grabs her wrist, tugs her forward back to the bed, and then takes the wallet from her. And then he pulls her down alongside him, so that she's lying on her side. She doesn't know what she's expecting, but she absolutely isn't expecting him to push her onto her stomach and then straddle _her_.

She shifts to say something, but he's pulling the hair back from her neck, and then kissing the skin there. Rachel sighs, relaxes onto her stomach, and then most of the cognitive part of her brain shuts down when he runs his capable hands down her shoulders, and back up again. It occurs to her after a moment that this is a lot like a massage, and she relaxes, cat-like, into the bed.

'I thought I was going to be on top.' She huffed, and he laughed softly, a sound that curled around her and was complemented by his hands stroking her upper arms, pressing into the muscles around her shoulder blades.

'You know, you should loosen up. You're really _tight._'

She rolls her eyes at the innuendo, but can't think of anything to say.

The massage of her shoulders turns to fingers curling around her upper ribs, skating the underside of her breasts. She arches up, and he cups them, touches her nipples and she shudders beneath him. She forces herself _not_ to think of how many other people he's probably done this with.

'How much sleep do you need tonight?' He asked, in a strained voice, as the fingers become palms again, and then the sensation of him squeezing both of her nipples at the same time. She swallows the sound that wanted to rise out of her throat.

'I want to win.' She said, instead.

'You're the best singer we have. We're not performing until tomorrow night. You honestly think you won't blow everyone away?'

Rachel isn't listening to what he's saying, because his hands have moved off her breasts and are deftly working her panties off. She turns, looks at him.

'I should be on top.'

'You should keep that skirt on.' He says, and then lies down on the bed next to her, drawing her over him so that she's straddling him. This time, he positions her hips so that she's directly over his penis, with only the thin layer of boxers separating them. She closes her eyes, tries to stop herself from grinding down, and almost succeeds until Puck actually arches up into her. He doesn't even hit her clitoris and it still feels amazing.

'Every time I think you're not into it,' he drawls, his voice low, and deep, and doing unfair things to her, 'it turns out you're totally wet anyway. What is that?'

She ignores him, opens his wallet, hands him a condom. He winks at her, and she shakes her head as she shifts so he can put it on. She knows it would probably be hotter if she did it herself, but she's not even sure her being on top is a good thing, now that she's actually there and wondering how she's supposed to keep herself upright and move and be all sexy and he can actually see her breasts and her torso and she thinks _and of course they'll bounce_, and she's blushing and biting her bottom lip and already embarrassed and she hasn't even started yet.

He seems to be able to tell that something is up, even though she hasn't said anything. He draws her back down and kisses her, silencing anything she might have said, and stifling her thoughts with his dexterous tongue. They kiss long enough, that she grinds down into him without even thinking. The angle is off, but it still feels good, so she does it again. His breath hitches beneath her, and he's sitting up a little, reaching between them with one hand and actually positioning himself. And even that feels good. Rachel is feeling pretty breathless, but she knows at least some of that is him not exactly giving her many opportunities to catch her breath.

His tongue is sliding against hers as he pushes into her. She cries out, and the sound hums into his mouth. Puck responds with a groan of his own, moving back to catch his breath, even as he arches up even more. Rachel is kind of amazed at how different the angle feels. Because it's good, and she knows she's still tight, because actually Noah feels kind of huge still, and it hurts a little, but in that good, _this isn't fair_ kind of way.

Rachel pushes her hips down, and when he's all the way in, she can't move at all. She's actually propping herself up on his chest and panting. But then Puck looks pretty out of breath as well. _At least he gets to lie down_, some voice in her head whines. But the angles are still really great, and she doesn't want to change position yet. Or at all. Maybe even ever.

'I can't concentrate.' She says, which has to be one of the stupidest things she thinks she could say in this situation, but Puck smirks up at her knowingly, like he didn't think it was stupid at all.

His hands splay around her hips and he lifts her up a little, and withdraws, before pushing back in. She sees stars, while heat roars to life inside of her. She knows she's saying something like 'god,' or 'oh,' but she's not listening. He's encouraging her into a rhythm which is slow and overwhelming. When she follows it of her own volition, hips undulating in that 'I've been trained as a dancer since before I could walk' kind of way, he actually groans and slumps back onto the bed. Rachel would feel pretty impressed that she'd rendered him speechless and unable to move, but she's feeling pretty speechless herself. Sweat breaks across her forehead as she grinds into him, she experiments a little, moves a bit quicker, cants her hips into his a little more so that her clitoris is actually bumping into him.

'_Oh god._' She hears herself say, and Puck reaches up and practically manhandles her down so that he's kissing her, and running his hands over her belly and her breasts and her arms and basically anything he can reach. He's pushing up into her each time, and it's stoking some kind of invisible furnace because when she thought it was hard to catch her breath before, she had no idea that it was going to get significantly harder.

Their kisses are sloppy at times, but she doesn't care. Her scalp hurts from time to time because he's actually wound fingers into her hair now to keep her mouth near his, but she doesn't care. She doesn't know if she's _close_, and she doesn't even care about that either, because it feels so damned good.

But as it turns out, she is close, closer than she thought, because that strange, thrilling tension broadsides itself into her abdomen and suddenly she's digging nails into his arm and whimpering into his mouth. Noah doesn't let her up for air, doesn't stop kissing her, just keeps the rhythm going even as she begins to falter.

When fingers she didn't notice move between them, press themselves on either side of her clitoris and begin to rub, she is totally and completely lost. She crashes into him with a sharp cry, tightens around him, and then just holds on as the sensations smash into her. And a moment later, she knows he's coming too, because she can actually feel the way he changes inside of her. And he's tearing his mouth away from hers and swearing, pressing up into her so hard she wonders if her hips will bruise.

The aftershocks recede slowly, and pleasantly. Every time she thinks she's done, her muscles ripple and she has to bite her lip and close her eyes. Puck recovers more quickly than her, and helps her off – her legs being kind of weak and non-functional – so that she's lying by his side.

She has things she wants to say, but they sound muffled in her head, like all those mature voices are deep underwater. And she has things she thinks she should do, like put clothes back on, but she feels too tired and honestly, after a long day, she just wants to sleep.

Puck is saying something to her, and it sounds serious, it even sounds like it might be nice, or sweet, or tellingly sincere. The sort of thing that makes her think of him as Noah, instead of Puck, like she's in a Jekyll / Hyde situation.

But she's too tired. And she's asleep before she's even finished telling herself to concentrate on what he has to say.

* * *

In the morning, Puck wakes up and Rachel is still next to him, naked except for her skirt, in his bed. She's managed to wriggle her way – despite being virtually comatose – in the course of the night so that she was under the covers. And he had no fucking idea how she managed to take up all of the goddamned bed when she was so tiny, but he was pretty sure she'd defied rules of physics, mass, and a whole bunch of other stuff in the process.

He thinks about sex, but decides to have a shower first, because he's feeling kind of sweaty. The water pressure from the shower nozzle is pathetic, but at least it's hot and he luxuriates in the warmth for a while, trying to make sense of the events of the past twenty four hours.

First he'd scored with Rachel. And then, after watching Finn and imagining Rachel sleeping with him, he drew the guy aside and told him that Rachel was his and that sex equals 'she's mine' and that he was to stop encouraging her. Seriously.

He could honestly say that he had no idea that Finn would get _that_ annoyed and go straight to Rachel's room. He knew Rachel fawned over Finn, but he had no idea that Finn was _that_ into Rachel. And honestly, it pissed him off. Because it made him feel like he actually really had to do something about that. Like be with her, or some shit, because what if Finn ended up with her and then that was that? His chance was gone. And so he'd moped a bit after that. Because that was fucking depressing.

And then as it turns out, sex again, with her on top no less. He got hard again just thinking about it, and looked towards the direction of the bedroom door. There were heaps of things he could imagine doing with, or to, Rachel. Things that he didn't even know he'd enjoy himself until he was introduced to them by cougars. And let's face it, Rachel – for whatever reasons unknown to him – became kind of a sexpot in the bedroom. Maybe all her other personality 'quirks' was God's way of balancing that out. He had no idea. But it made him think of some of the other things that had previously pissed him off in a totally different way. And he'd started even telling her about that last night, but he'd fucked her so good, she'd practically passed out. He resisted giving himself an actual pat on the shoulder for that one.

He stepped out of the shower, towelled himself off, and decided to go creatively wake Rachel up.


	3. 03

**Author's Note / Summary:** Feedback makes me write more fiction. It's a proven fact. I wish I could say a prompt inspired this, but really, just imagining Puck and Rachel doing dirty things together did.

And thank you so much for all your awesome feedback so far! It's really appreciated, and makes me feel all warm and fuzzy inside.

* * *

She was dreaming she was in a crowd, after a performance on broadway, and her entourage wasn't there to protect her. This was a dream she had sometimes, and it always ended badly. But this time felt a little different. In fact it felt a lot different. A faceless member of the crowd came out and drew her away from everyone into an alleyway, and then started making out with her. Hands on her torso, her thighs, and she found herself feeling aroused and not even caring that they were in a public place or anything like that.

She rose up out of sleep slowly, moaning, feeling warm and leaden. Her eyes opened when she realised that there were actually fingers trailing up her thighs, and Puck was looking down at her, Mohawk spiky from a shower, smirking that half-smile at her.

'Morning.' He said, his voice still sleepy, and absolutely that smug and full of itself.

She wanted to reprimand him, but couldn't find the words when he started running his fingers up and down between her legs. She was aware of things like; her breath couldn't be fantastic, and she was still tired, and actually she hadn't put her underwear back on so oh god he was _right there_, but she couldn't bring herself to care. That sleepy sex-dream feeling had stolen over her, and she was made mute through being woken up this way.

She reached a hand out to touch him, but he interlaced his fingers with hers and then brought her arm up over her head so that she couldn't move it at all.

'Nope.' He said, and she tugged her arm and was mildly surprised when he didn't let it go. But then she was distracted, he had slid his index finger into her and, actually, the only thing that seemed to matter right now was how he made her feel.

'There are so many things I'd like to do to you.' He said lazily, pumping his finger in and out of her wetness until she moaned. 'There's doggie style, which I actually can't imagine you doing, which makes it even better. There's you blowing me, which, come on, Rachel, I'm pretty sure your mouth was made for that.'

Rachel wants to be indignant, really she _wants_ to be, there's a red light flashing in her head and she tells herself she wants to pay attention to it really, but there's something about what he's saying that just makes her even hotter. Also, his finger inside of her, that's not helping matters. And that dream. She tells herself she'll do indignant later. There will be lectures about inappropriateness or something, there will be.

Rachel is still wrapping her own half-formed thoughts around what he's saying, when a second finger enters her and she moans loudly.

'Noah...' She breathes.

'And there's other things. More even. I just thought about a whole bunch of them in the shower. Thinking of all the things I could do, get you to do. Seriously. Did you know you'd be this hot?'

Rachel thinks, 'I have just been asked a question, it's polite to...' but she wants him to touch her clitoris even more than she wants to think about what he's saying. She can't form the words, and tugs her arm down so she can show him, but he doesn't let her wrist go. She makes a sound of frustration.

'More.' She says.

'More what?' He says back, maddeningly.

She opens her eyes halfway, _glares_ at him, and he is actually grinning at her. And she thinks...she knows this game, she's read about it in some of her less G-rated books. And maybe on some of her more NC-17 rated internet searches (in the name of education, of course). She knows what he's trying to get her to do, and actually she's not that intimidated by naming body parts, and really, what annoys her even more is that she has to string the sentence together in the first place. She gathers her thoughts together with great effort, wishing he wouldn't twist his fingers like that, and wishing he didn't know exactly how hard he was making this for her.

'Noah, I want you to put one of your fingers on my clitoris, I don't care which one.'

She got her own thrill of satisfaction when his mouth dropped open a little bit, his eyes widened, and she thought, 'take that, Puckerman.' And then that sense of vindication actually paid off even more when he did what she asked and ghosted a finger over her clitoris, before settling on it and playing with it in a non-rhythmical, relaxed fashion. When Rachel touched herself – because seriously, why not? It was a natural human instinct – she did it with the end result in mind. She couldn't always, or even often make it to that end result, because she was still learning, but that's what she drove towards. So this lazy, 'maybe I'll rub it, maybe I'll draw circles around it, I wonder what will happen if I do _this_ instead,' attitude that he seemed to have was strange.

And completely a turn on.

Rachel shifted beneath him, arched up into his fingers, closed her eyes when something about everything that was happening seemed _perfect_, and her face flushed and she had to gasp around it. Puck made a small noise himself at that, and then she felt the warmth of his cheek by her ear, his lips, and he'd dropped his head alongside hers.

'I can't figure you out, seriously. How are you like this now, and then like _that_ later?'

She can't even answer. She doesn't even want to. Firstly she's kind of offended that he's assumed that wanting things to be _right_ doesn't mean she can't enjoy sex. She had a secondly, but it's gotten lost among the feeling of his finger settling into a rhythm against her clitoris. A rhythm her body seems to really understand. She makes another noise, and it's loud, loud even for her, so she turns her face into Noah's so that they're facing each other, pressed up close. And he can smell her breath and it's probably not that great, and she can smell his and it's all minty and she kisses him.

He kisses her back, rough, biting her lower lip and being surprisingly possessive about it all, but then stops.

'Concentrating.' He says, and she thinks, _oh, well, okay, I suppose in this one situation I could forego kissing if it meant..._ and then she stops because she's starting to forget how to think in anything but one or two words at once.

'On me?' She manages, after a moment, because she wants to hear it.

'On you.' He says, his voice all low and husky and he sounds about as turned on as she is, which makes _no_ sense because she's not doing anything to him. She's not even kissing him anymore. And it's almost amusing that he's concentrating so hard, because she's as unfocused as ever, shifting up into him, softly moaning, wondering briefly if it would be better if it were Finn, deciding probably not, because she didn't get that 'all I ever think about is sex' vibe off him in quite the same way.

There's a moment, where he seems to just hit the right spot against her clitoris and suddenly she is on fire, and floating, and just desperately wanting that final peak. Which is good, because he's rushing her towards it more dexterously than she's pretty sure she's ever rushed herself towards it.

And he puts his lips up against her ear and she's crying out, wondering what he's going to say, and just as her back begins to tighten into that arch he gloats;

'Better than breakfast, huh, Berry?'

And she's _gone._ She arches, and he lets go of her wrist and her arm comes down to hold onto him. Her fingers dig into his flesh and she's muffling the husky sounds she's making against his shoulder. She's remembering how to breathe, gasping, vaguely aware that this might be the best finish to a sex dream that she's _ever_ had, even if he is a smug bastard with magic fingers.

As she settles down, she realises he's already removed his hand, but she doesn't remember him doing that. And he's breathing hard next to her, like he's just run a marathon.

'Better than breakfast,' she breathes, 'even if it's not sanctioned by an approved health foundation.'

'Uhh, you're gonna kill me,' he complains half-heartedly as he slumps into the bed. 'Shut _up_.'

'Did you...have an orgasm?' She asks and he lifts his head weakly to give her a squinting, dissatisfied look. Then he says;

'Yes, I _came_. I blew my fucking load. Not anything these sheets haven't seen before, hey.'

She made a face at him, and then licked her lips, feeling surprisingly refreshed.

'I need to get practicing, I've been so remiss the past 24 hours. My voice feels great, not nearly so stiff as it often does first thing in the morning.' She said, feeling surprisingly awake. 'Can I use your shower?' She said chirpily, and watched for a few seconds for the tiniest twitch of a nod from Puck's tired head and closed eyes.

She bounced into the bathroom, and spent the next ten minutes figuring out the water pressure, determined that nothing was going to bring her down today.

* * *

Reality hit Puck about two hours later, when he was in the rehearsal rooms practicing, and Rachel said something inane and ridiculous and he laughed when Quinn pointed out just how stupid it was. Rachel's eyes flickered to his in that 'hurt wide-eyed rabbit in the headlights' way and he was surprised at how much that got to him. And then he was really pissed off. Because even if she was a hot fuck, she was still _Rachel_, and he was entitled to make fun of her, dammit.

And then, seriously, _then_ Finn made some bullshit excuse about why it wasn't a stupid thing she said, and she looked at him like he was some goddamned saviour. Puck felt like his whole mouth had turned to acid at that point. He bit his tongue hard, he glowered ahead, Mercedes said something about it and he just glared at her until she looked away.

He wasn't a complete idiot, he could see how she sidled up next to Finn after that between dance takes. And it didn't even seem like she was doing it to make Puck jealous. Did she fucking need a rescuer that badly? It annoyed him. As far as he concerned, Quinn's joke about Rachel was just a joke. It's not like he hadn't sledged every single person in that rehearsal room before now, and it's not like _they_ all needed people to make them feel better.

And who did he have to turn to after the constant digs at his intelligence? No one, that's who, and it's not like he needed anyone either.

He concertedly looked away from Finn, Rachel, and the jealous Quinn, and focused on his singing. And despite Mr. Schue asking him to tone down the force in his voice in some of the softer bits, he actually did pretty damned well.

* * *

Later, at lunch, Rachel was sitting on her own; 'because I need to brush up on my music notes,' she'd said. He got a crappy sandwich and sat down with her. The room was filled with the humming background noise of students from different schools, sitting together, going over notes, some looking at their manicures or discussing fashion. No one cared about them sitting together. He hoped.

He dropped the sandwich down because he wasn't that interested in it, and stared at her. When she ignored him, he just laughed in the back of his throat. Because, seriously, he'd fucked her senseless less than twelve hours ago, and this is what he got for it? _Berry, you are more fucking trouble than you're worth,_ but what he said was:

'You ever noticed that you can't take a joke? Why is that, Berry?'

Rachel looked up at him, surprised by the question, and she looked around as though expecting something awful to happen any moment. When she looked back, her mouth widened a little into something that would have been a smile, if it wasn't so cynical.

'_A_ joke? One? When is it ever just one joke?' She paused, and Puck was digesting what she'd said, when she continued, 'anyway, studies have shown that repeated teasing actually decreases academic functioning, and when you consider what I've had to deal with since primary school, it's actually amazing, and very self-satisfying that I've gotten the grades I've gotten so far. It's been an uphill battle, but worth it.' She finished, looking down to her notes and chewing on the end of her pen.

Puck stared at that for a moment, shifted in his chair uncomfortably, and looked away from her mouth.

'You've practiced your acceptance speeches so many times, that everything you say sounds like one.' He said, awkwardly, and then unwrapped the plastic around his sad looking lunch.

'Should I dumb it down for you?' She said, not looking up from her paper, and Puck was almost hurt by the assumption, the constant fucking assumption, that he was dumber than a box of hair, but she looked up at the last moment and said, 'you don't need me to dumb it down for you. You know what I meant.'

'Yeah, whatever, but why _Finn_? You just need someone to save you so much, that it doesn't matter who they're with, or the fact that he's got a baby on the way?'

Rachel put the pen down again, and gazed out into the crowd. She was hurt, he could tell, but Puck couldn't bring himself to say anything else in that moment. After a moment she bit her lower lip, and then she looked down and sighed.

'No one's ever put it that way.' She said, shocked, small.

Puck narrowed his eyes, he shifted and leaned forward so that he could see more of her face, even though most of it was hidden. There was a quality to her voice that she got sometimes, when it was just her and one other person, and she downshifted gears and everything she said was no longer filled with studies, legalities, jargon, nervousness. And here was the downshift, and he was fascinated by it.

'Is there something so wrong in wanting to be saved by someone?' She said finally, making eye contact.

'You seem strong enough that you don't need someone to fucking come along on a white horse and save you from...I mean from one joke.'

'It's never just one joke. But,' she held up her hand as Puck went to say something in response, 'but that's not the point, obviously. I don't know. It's...nice to have someone who...' She trailed off, her eyes flickered around the tables until she found Finn, and she frowned a little. 'I've never had anyone who's had my back before. Is it selfish to like that?'

Puck's fingers ground on the underside of the table. This conversation had gone from benign, to _this_, in way too short a time. He thought, _I could be trying something on right now, make her forget about all this shit_, but it was a crowded room, and he was trying something else. He was actually trying to figure out how she could be so retarded one moment, and then okay the next. But worse than that, he found himself feeling unexpectedly sad for her.

His sister once came home from school, having been bullied by everyone, and Puck had laughed and said 'get over it,' and then later on, much later that night, it had been him in her room at two in the morning telling her that those fuckers weren't worth it and she was better than all of them. And he had listened to her cry and he had consoled himself with the knowledge that at least the people he took the piss out of actually deserved it.

Rachel laughed a little, but it was a sad, rueful laugh. It was the sound made by someone who didn't have an older brother promising to 'kill those bastards,' who had learnt to just deal with those bastards any way she knew how. Check that; any _annoying_ way she knew how.

'Can we just be making out again?' She said suddenly, closing her music book. 'It's irresponsible, I know, but – and I can't believe I'm saying this – that was much less complicated than this conversation has turned out to be.'

'You mean, right now?' He said stupidly.

'I mean I saw a janitor's closet on the way in here, and I think it could be nice to just...make out in the dark for a while.'

'You are so on,' he said, standing, and letting Rachel lead the way.


	4. 04

**Author's Note / Summary:** Feedback makes me write more fiction. Sorry for the angst. If it's something written by me, at some point, there will be epic angst. I do like happy endings though!

Standard disclaimer about me not owning anything but my own writing applies, and thank you so much for all the reviews so far! They make me incredibly happy. :)

* * *

Rachel scanned furtively for anyone she knew, but the McKinley Glee club were still all eating their lunch, and aside from a few staff members, and people from other schools, there was no one about. Not only that, but the corridor leading to the Janitor's closet was empty. As she checked to see if it was unlocked (it was), and opened the door, she questioned her own sanity. She had become that person who noticed things like Janitor's closets, and then actually made a connection between physically making out with someone, and Janitor's closets.

She opened her mouth to say, 'maybe this wasn't such a good idea,' but closed it when Puck placed the flat of his palm against the small of her back, pushed her into the darkness and closed the door behind them. She stumbled against a bucket and flushed hot, waiting for the insult about her clumsiness, but none came. Puck was standing right behind her. And she felt herself get goosebumps when he stepped forward minutely and she realised he was aroused already.

'There should be a light switch...' She said, and then licked her lips and listened to the sound of her breathing when he spiderwalked his hand up her back and pulled her hair away from her neck, and kissed it the skin there. She could even hear the sound of his lips in the tiny space around them. It was like the whole world had gone away.

_What was I thinking?_

'I know.' He said, 'I like this better.'

'So you can pretend I'm someone else?' Rachel said bitterly, the words springing to her lips before she could stop them. Puck didn't pause, didn't even miss a beat, kept kissing, moving his mouth from place to place, _licking_ her. Rachel closed her eyes against the darkness, and hated that it felt so good.

'It's pretty hard to pretend you're someone else, when you never _shut up._' He said against her skin, and then his hands snuck between her arms and torso, and slid down her ribs slowly. She shivered against him.

'Very comforting, thank you.' She said as primly as she could, but she couldn't stop the shakiness of her voice, and the way it hitched at the end when he curved his fingers around her ass. _Oh god, I am really doing this, this is really happening, whatever happened to rehearsing on my own? Keeping my voice in condition? Getting Noah Puckerman as far away from me as humanly possible?_

He pushed her forward suddenly, and she tripped again. Her arms flew out into shelving and she braced herself against it.

'Puck,' she complained, and he turned her away from the buckets that were around her ankles and moved sideways so that she was bracing herself against a bare patch of wall. It was cold against the palm of her hands, and she leaned her forehead against it. She wondered briefly if all the chemicals in here, their residue, were poisoning her right now. It seemed appropriate. Puck was like that. Poison.

He was pushing up alongside her, pressing his forehead against the side of her head, one hand on her waist where he'd turned her, the other splayed against her belly. Rachel waited, breathless. She waited for the insults. She waited for the, 'so are you two months along, or three?' that he'd actually only said jokingly, two months ago. She pressed her lips together.

Noah Puckerman was absolutely like poison.

'Finn isn't worth it.' He whispered, but in the darkness, the words sounded huge. Rachel almost thought she would have preferred the insults, and she tried to jerk away, but his hand tightened around her waist. 'I'm not saying I am, but he's not. He's not worth it. You think he can keep up with you? You think _anyone_ at this school could keep up with you? You'd just end up mothering him, disappointed, fucking pissed off at his small dick size, and going no where. And you get off on him being your white knight? Seriously? I don't get it.'

'I didn't want to talk about this.' She said in frustration, feeling cornered and pathetic and small, because honestly, she really did think of Finn as a hero. A rescuer. As someone who could save her from...

She turned her head forcibly and smashed her mouth against Puck's, her newly applied sheen of lip gloss making a slick connection between them. His hands dropped, and he didn't respond for a moment, and then he was opening his mouth against hers, moving his tongue into her mouth in a hungry way that made her whimper against him. He carded his fingers through her hair and held her against him, and Rachel felt a slow smouldering replace the confusion she had felt only a moment before.

He didn't stop kissing her, so that Rachel was feeling dizzy, drowning in it, and clutching at his shirt with her hands. When he moved his mouth away, finally, she heard herself panting like she'd just finished running on the elliptical.

'Well, surprise, surprise. I never thought you'd be the one who didn't want to talk.' He said, into the darkness, pushing her so that her back was against the wall, and finding the buttons of her blouse with his fingers. He pulled each one apart adeptly, and Rachel thought, _we're still in a Janitor's closet, anyone could walk in, at any time_. But she didn't stop him. She was too busy touching him, running fingers down his torso, feeling the way he shuddered when she reached his pelvis.

He reached behind her, opened her bra with a practiced ease that made Rachel blush to think of all the women he'd been with before her. When he let his fingers ease under her bra and cup her breasts, she gasped, even though she knew it was coming, even though she really shouldn't have been surprised. And when he flicked his thumbs over her nipples, she turned her head to the side and bit her lip against the sound that was pressing up against her throat.

'So what do we do?' He said, and she dug her fingers into his hips because he was rolling her nipples between his fingers. Both of them. And he was pressed up against her, radiating heat in the darkness, barely illuminated by the tiny strip of light that was all that was left of the outside world.

'I mean...' he said, letting one hand trail down quickly between her legs, and then press up, up against her, so that she did moan, wishing that he would just shut up already.

'I mean it's a Janitor's closet. And normally I wouldn't give two shits about it, but like I said, I'm not pretending you're someone else,' the heel of his palm ground slowly and rhythmically against her, and she moved against it, feeling totally and utterly wanton.

'And,' he continued, 'if you're Rachel Berry, then making out in a Janitor's closet can only go so far, I can't _fuck_ you. It's not like I can push your skirt up, pull your panties down, and fuck you against the fucking wall.'

As he spoke, his fingers slipped beneath her underwear, fingers slid against her and a fingertip slid along her clitoris until she lurched forward and pushed her mouth into his shoulder so that she could keen against him. She couldn't believe it, everything he was saying she _wanted_. He was brainwashing her, she knew it, because there was no way, there was no way she'd be doing this otherwise.

'I mean, if you're Rachel Berry,' he whispered, 'there's no way I could do this.' He slid a finger up inside of her, and her knees almost buckled. And when he curled it up against her, so intimately, she sobbed against him. This was twenty kinds of unfair.

'Are you Rachel Berry?' He said it in wonder, as though he couldn't believe it himself. His hand still moving between her legs, the other still moving against her breast, squeezing and then stroking and then actually moving away and up against her cheek, fingers finding her lips pressed against his shoulder, and stroking them.

Rachel didn't answer, couldn't, because of what he was doing, because it absolutely wasn't _fair_ that he could make her react like this so quickly. She knew, technically, all about arousal and hormones and neurology and how it worked. She knew, technically, that this was called _chemistry._ She was dismayed at how completely it short-circuited her ability to think.

'Are you?' He said again, and stopped moving his finger, and then withdrew it completely.

Rachel could have cried.

'Don't stop.' She panted, and he shifted back a little. She could tell he was looking at her, even though he couldn't see her face.

'It's like you're two different people. Annoying. And then not annoying.' He said, and she was of a mind to just storm out, go to her room, and finish the job. This was _ridiculous_.

'I'm not two people!' She hissed in frustration. 'Get it through your thick head that I am one person, and that you can't just pretend that my good qualities are a separate person, and the qualities you don't like are someone else. It's all me, Puck. And if we're not going to do..._you know_, right now, then let me know so I can go and finish my lunch. Okay?'

A beat, Puck shifted minutely, and then he said;

'You're on.'

One moment Rachel was frustrated, and the next he had hoisted her bodily up against the wall, and was dragging her legs around his waist. She moved them, even as he pushed her panties to one side and slowly pushed two fingers inside of her. She smacked her head against the wall without thinking, and then dazed and trying to stop herself from making too much noise, she waited in anticipation as Puck hurriedly undid his fly and then listened as he reached into his pockets.

'No. Fuck.' He said, withdrawing his fingers, ignoring her sound of complaint and patting down his pants.

'Oh no fucking way. No fucking way this is happening to me right now.'

'Puck.' She breathed, but he was sliding her down so that she was standing on her own, and then the light flared on and she blinked stupidly into the glare as he seemed to be doing a police search on his own body for something.

'My wallet.' He said miserably.

'Oh.' She said, and then because of the absurdity of it all, she giggled. He looked at her, stunned, and Rachel realised how turned on he was, because he was jutting out of his pants and flushed and looking so miserable.

'_Oh?_' He said, raising his brows. 'That's what you have to say? Right now? _'Oh?'_'

'It's pretty funny.' She said by way of explanation and he looked down at himself, and then tucked himself back into his jeans and zipped up again.

'Yeah, it's fucking _hilarious_.' He turned a sulky gaze back to her and shook his head after a moment, appraising her face. Rachel patted her hair down, worried she looked awful.

He kissed her again, dragged his lips against hers, and then he thrust his tongue into her mouth angrily, as though it was her fault he'd forgotten his wallet and protection. She kissed him back, just as fiercely, just as frustrated, wishing that they were in one of those places that actually had vending machines with condoms even though the idea made her feel kind of cheap.

His lips gentled against hers as quickly as a change in radio stations, he cupped her face, each of his fingers soft against her skin. And the whole quality of what was happening changed. Rachel realised it felt like the kind of kissing she used to imagine happening between her and Finn, it felt _romantic._ It felt like suddenly it wasn't about sex anymore, and it was about something more.

She jerked away, put her fingers over her lips, stared at him.

'What are you doing?' She said.

'Do you want me to draw you a diagram?'

'No, I don't want you to draw me a diagram. How are you, why did you kiss me like that?' She said.

'Like what?' Puck was looking annoyed now, and Rachel started to hurriedly button her blouse after hooking her bra together again. This was just a minefield. An absolute minefield.

'That was more than just kissing.'

'No. It was actually _just kissing_,' he said, as his voice rose in volume, 'believe me, I know that it was _only_ kissing, because I can't stop thinking what it actually could have been if I'd remembered my goddamned wallet. You had sex ed too. You could've remembered to bring something.'

'Oh? And where would I have kept it? In my bra? Between my cleavage? Do you see any pockets on these skirts?' She said defensively, but Puck seemed to have gone blank for a second. He was staring at her breasts instead, and she realised he must have been thinking about it.

'I'd be happy with that.' He said finally.

'You are such a pig.'

'I'm a pig? Me? Who was the one who fucking indulged you when you whined about how you didn't want to have a conversation anymore, and just wanted to do this instead? I might be stupid, but I know that you're just using me until Finn comes along and gives you a better offer.'

'_What?_ Why does everything have to be about Finn, with you?' Rachel said, and they both weren't fooled by the defensive tone in her voice. 'Look, Noah, I don't know what issues you've got but maybe you need to see a therapist or something. You didn't 'fucking indulge' me, as you so crassly put it. You were the one who sat next to me on the bus. _You came onto me,_ remember? Maybe you shoul-'

The door swung open, and Finn stood there towering over both of them, halfway through; 'hey Rachel, who are you talking to...' when he saw them both.

Rachel's stomach plummeted, and she forgot how to move. She was suddenly acutely aware of her lip-gloss, no longer neatly on her lips, but mostly smeared against Noah's. And she knew her hair was mussed. And that there was no way that Finn could not get what had been happening.

'You were serious.' Finn said flatly, to Puck. He didn't even look at Rachel, beyond the first disbelieving once over.

'I told you man. It's not like you've fucked her. Goddamn easiest fucking lay in Ohio, and if you're not going to get yourself a piece, what do you expect?'

Rachel felt the blood drain out of her face. She waited for Finn to defend her, to say something, but instead Finn just shook his head, a dark look stealing over his usually kind features.

'Why do you have to take everything that's-'

'Yours?' Puck finished for him, laughing, pushing his way past Finn and out into the corridor. 'Yours? I didn't see your name written on her, and man, I have seen every single inch of that piece of ass about six times over since we got here.'

Rachel wished the ground would swallow her up. Any moment, the ground would swallow her up, and she would not be watching this conversation. _That's right, pretend it's a dream, and that you actually did the smart thing like you knew you should do in the first place, and that you're actually rehearsing right now. Stupid, stupid, stupid._

'I thought you had better taste, or something.' Finn said suddenly, looking at Rachel angrily. 'Why him?'

'I'm sorry.' She said, blankly, while her mind raced, kicked into such a high gear that she was thinking about five things at once, almost all of them self-disciplinary in nature.

'Jesus, are you serious?' Puck said, no longer gloating or triumphant, and genuinely angry. 'You're _sorry?_ You're apologising to him because he didn't have the guts to actually ask you out or try something on? What's with that? Why are you so into him? Dude,' Puck turned back to Finn, 'what is your fucking magic power? It's like they're high or something.'

'I'm not an ass. That's pretty much all it takes.'

And then Finn punched Puck in the face.

Puck stumbled backwards into the wall, hand over his cheek. His whole face changed, and Rachel's heart was pounding a staggeringly hard beat through her chest. She launched out of the closet and between them, Puck hitting her outstretched hand and stopping, Finn standing, looking down at them both.

'Don't fight. Don't.'

'Yeah.' Finn said, tiredly. 'I thought you were better than that. Than him.' He said to Rachel, and then walked away without a second glance, folding his arms and turning the corner, leaving them both in the corridor.

Rachel moved away from Puck, bent a little, and stared at the hypnotic pattern woven into the carpet. She shivered.

'You don't get it, do you?' Puck said suddenly, leaning on the other wall, facing her, 'you don't get that he's exactly like I am, he just directs it at dumb fucks like me, instead of at girls. You know, because he was raised _right_,' he drawled sarcastically, 'so he won't lay into the women and the gays, but he'll do it to anyone else. You ever see him with any good guy friends except for me? No. I'm the only one who'll put up with that shit. He's not your knight in shining armour, Berry. None of us are.'

Rachel looked at him, at the bruise that was already forming on his cheekbone, and the way he stared at her, in that moment, just as miserable and screwed up as she was. Just as able to hide it most of the time, in cavalier attitudes and annoying ways of interacting with other people. She was totally different to him, and yet in some ways, just the same.

'You're a bully.' She said, softly.

'Yeah? Well? From what I see you're not much better. Telling Tina she's not good enough to take the lead in a song because you want it so bad. Manipulating people so that you get what you want. Using your charm and crushing other hopefuls to get ahead. How is that so much better?'

She must have made a sound, because he stood straighter, looked immediately concerned, like the time he apologised for throwing slushies at her. But she couldn't handle it, not right now. She didn't need his pity. She didn't need _anyone's_ pity.

'I have to rehearse.' She said, swallowing, so grateful that her voice sounded normal. 'And you should put some ice on that, so that it's not too bruised, because it's important we look our best when we perform.'

She walked away, neatening her hair as she went. She ignored the way he called her name, ignored the way her heart was still pounding like crazy, and ignored the fact that she wanted to cry. She was Rachel Berry, and she was a rising star, and that's how she was going to get through this.


	5. 05

**Author's Note / Summary:** This is the LAST instalment in the series; I know – very short! But I only ever intended it to be around four chapters long. Don't worry though, I'm not done with Puck/Rachel. I'm just done with them in this 'verse. :)

* * *

The next few hours passed painfully for Puck. Finn didn't keep his stupid mouth quiet, and so all manner of text messages and attempted (but screened) phone calls had found their way to him, even though he was resolutely _not_ attending rehearsals, and sitting at a shitty park he'd found nearby, which was more brown grass and graffiti than anything else.

Not one of those messages or calls had come from Rachel, and he wondered what she was doing. He thought maybe she was trying to rehearse, but seriously, that group and their fucked up love of gossip? Maybe she wasn't.

He hadn't been assed to put an icepack on his stupid bruise, deciding to let the world see what Finn was capable of. Let _Quinn_ see it, and stuff looking good for rehearsals. This whole thing had become a mess in a ridiculously short amount of time, and he'd only wanted someone to tease, make fun of, make out with (in that way, Rachel was the complete package, though she might not agree). He never expected it to turn into this.

Usually, he'd handle this situation the way he handled any situation that involved other people. Put the other people down (or in their place, as he liked to think), and then get on with life. It was easy, it was straightforward, it could even feel good if the sledge landed just right.

But Puck couldn't hide from the fact that he actually liked Rachel. More than a body to throw slushies at, more than a quick lay, more than someone to verbally spar with until he landed the bullseye and walked away. The more he looked at them both as people, the more he was confused and puzzled to realise that they actually weren't so different. She _did_ cut people down, but in a different way, using her intelligence to make it less obvious. He didn't understand why he liked that about her, but he did.

He wasn't looking to go steady with anyone, though. He didn't want a girlfriend. He didn't want a baby. He didn't want to get married. All that stuff was the kind of fucked up shit that had destroyed his parent's lives and he wasn't interested in that. He'd rather be a player and fuck other people over, than fuck himself over.

He sighed and squinted up at the sky. Rehearsals would still be going, and he supposed, in a weird way, he did care about this Sectionals shit. He got up and made his way back to the hotel, wondering what would greet him when he got there.

* * *

It was Mr. Schuester who pulled him aside when he got back to the carpark. None of the Glee kids were around, but Schue had that stressed kicked puppy look in his face. Puck rolled his eyes. He didn't really have a great deal of time for 'dance your feelings out' Mr. Schue, who had taken poor, bruised Finn under his wing, like that was some kind of awesome charity act. Puck knew that Finn didn't even know the tip of the 'my family is shit' iceberg. Hell, he knew – from his own cousin's life story – that even _he_ didn't know. There was serious tragedy out there, and a father leaving a child? Jesus. Big deal, man, get over it.

'Do you have any idea how much trouble we could all be in?' Mr. Schuester said. He shook his head, looked past Puck. 'To have two students sleeping together on a school excursion, under my supervision? We could be disqualified, for a start.'

'It's just rumours.' Puck drawled, and Mr. Schuester's face set.

'Really? Because when I heard those rumours, Rachel actually drew me aside to explain her situation, and she seems to think it happened. Maybe you take sex lightly, Noah, but not everyone does.'

'Fucking hell, it's not like we have to tell anyone! We'd obviously kept it pretty fucking quiet until Finn opened his big fucking mouth, and I _know_ it was him. Seriously. How about we keep not telling anyone, and if it comes up, we just say it didn't happen? It's not like I want to broadcast to the world that I fucked the world's biggest Gleek.'

Puck realised that he may have said the wrong thing, by the hardening of Mr. Schuester's face, the way his lips thinned. Mr. Schuester pointed to an unoccupied bench, and Puck went over to sit on it, with the teacher following him.

'Look,' Schuester started off, looking down at the bench, 'I know Rachel can be hard to take, but beneath that, she's just a young woman with a heart that can be broken. Just like I know that you're a young man in the same situation, for all you pretend you're not. I know you think that I just want to get us through Sectionals in one piece, and I do, but I'm concerned that you're both in a situation where you're not ready to be dealing with the responsibilities of an actual serious sexual relationship. I mean no offence, Puck, but you seem to struggle with maintaining basic friendships.'

Puck schooled his expression so that it didn't change. Inside he was confused, because it wasn't often anyone actually indicated that he might just be a teenager with a heart that was breakable. And having the teacher who never seemed to see him, lay this out in a way that was patient, and calm, and maybe even _nice_, was difficult to take.

'If you're planning on discarding Rachel,' which Mr. Schuester said in an understanding tone, 'maybe just try a little compassion when you do.'

'Whatever. You don't know me,' Puck said quietly, 'and you don't know us. Like she's the gentle one being taken along for a ride. What is that? Do none of you see what a shark she is? She can hold her own.'

Mr. Schuester looked up, smiled a little, and Puck realised that Mr. Schuester _knew_. When did that happen?

'I know it's never black and white, Noah. I know that. I also know that if you keep putting her down publicly, I will report you to the Principal. And if she does the same to you, you can bet she'll be in the same boat too.'

'You're not gonna tell anyone about the sex thing?' Puck said, suddenly, because he did want to perform in Sectionals and it would be nice if they weren't disqualified at this point, because fuck, he'd be putting up with petty bullshit from the Gleeks for the next few years for that. Probably even if he moved state.

'I'll tell the Guidance Counsellor, and it will be her call, but I'll wait until after Sectionals. It's the best I can do, sorry Noah.'

Puck said nothing, because he actually thought overall, that was a pretty good offer. Mr. Schuester waited, and then stood up and clapped him on the shoulder. He had turned to walk away, when Puck stopped him.

'Aren't they rehearsing?'

'Yeah, I've got Rachel on it. As you said, she can hold her own.'

Puck smirked, shook his head, stayed on the bench a little longer left to his own thoughts. An idea was growing.

* * *

He caught the last thirty minutes of rehearsals, with Mr. Schuester back in control, and the Glee kids mostly too caught up in movements and costume and pitch and cues to do more than shoot him curious looks. Finn glowered at him, and Puck motioned a fake kiss in his direction, which made Finn miss his cue and Puck feel all warm inside. Rachel didn't look at him, and in her strenuous continuation to ignore him for the rest of the rehearsal, he knew that she couldn't stop thinking about him.

After rehearsals, however, Kurt drew him aside and started babbling in malicious glee about something to do with Rachel, and poor fashion, and Puck's ability to discard women, and about ten other things that just had him thinking, _Jesus, there is no way I could do as much damage to that girl as this guy could_. In the end he pushed Kurt away, one hand on one shoulder.

'It's not like that.' He said, as Kurt looked at him, stunned. 'And if that's what you're telling the other Gleeks,' he said under his breath, 'you better fucking knock it off, or I will make everything else I've ever fucking done to you seem like a walk in the park once I'm through with you.'

'Understood.' Kurt said quietly, still shocked, and walking off to the rest of the Glee kids in a daze.

After that, he had to field Quinn drawling something about how he'd probably need to take acid baths to wash off the stench, and Santana saying; 'don't think I'll ever let you touch me again now that you've touched that.'

And in about twenty minutes, Puck suddenly knew exactly what Rachel meant when she said it was never just one insult. Never just one person, or one thing to deal with. If he wanted to, in the space of half an hour he could have well and truly destroyed her and everyone else would have bought it. Not only that, they were giving him insults he hadn't even thought of. He wondered what they'd said to Rachel, what they were planning on saying to her.

It pissed him off. There was only one person he wanted to talk to, and she wasn't there. He left the rest of them milling in their nerves, excitement and gossip, and went to find her.

* * *

He tried her room. The foyer. The eating area. His room. But eventually he found her at the payphones, talking to one of her fathers (something he could never work out, didn't they get confused with her calling both of them Dad?) He approached from behind, so she didn't see him, and the crappy hotel carpet muffled the sound of his feet. He could hear the catch in her voice though, the tears, even though she was being pretty quiet.

'...No, no, Dad, it's okay. I just wanted to see how you were going, really. I hope your closing argument goes well. No, really, Dad, everything is okay. You know, just the usual stress of competition, but I've always been able to handle that. Yeah...' she laughed a little, '...yeah, exactly. Well you know, I'd rather the nerves come out now than during the actual performance!'

A bit more small talk, a lot of lies about how fine she was really doing, and she hung up the phone. For a moment, she just stood there, he could see her shoulders heaving, deep and even, like she was steadying herself. And when she turned around and saw him, he could see a tear glittering in the corner of one of her eyes.

'Look. I'm sorry.' He said abruptly. 'I'm a total shit. Can we talk?'

'Here?'

'No. Somewhere more private.'

'Oh. Okay.' She said, shrugging minutely.

They ended up in his room. She sat on the floor, and he sat on his bed, wondering where he should start. Finally, as he watched her looking fixedly at the carpet, he decided he should just start.

'I don't want a relationship with you, not because you're _you_, but because I'm not into that shit. I didn't tell them in there,' he indicated rehearsals, 'that you were awful, or bad, or any of the shit I said or kind of said to Finn. Finn makes me crazy, and that's not you, that's just...Finn and me. So you don't have to worry about what I said to the other gossip-hungry Gleeks. Though, really, I reckon they don't need me to come up with ways to say you're awful or bad.'

Rachel smiled a little, breathed out a laugh.

'But I like you,' he said, and Rachel looked up, eyes wide. 'I mean I think you're hot, but you're also a bit of a dick, like me. Just...smarter about it. I think,' Puck paused and swore twice, 'I've never had a friend before. I mean I know you think Finn and the boys but that's not real. It's not something I can depend on. Especially now that I – you know – sing and shit.'

'Would we have to stop having sex?' Rachel said slowly, like she couldn't believe what he was saying.

Puck stared at her, felt a buzz of heat go through him. This girl, he thought, was just surprising in ways that he couldn't predict. Sometimes that was a bad thing, but sometimes it really wasn't.

'Well I can do friends with benefits, but I don't know if you can. Chicks can't, sometimes. Some guys too.' He added.

'We could just find that one out the hard way, I mean this is going to be kind of a disaster either way, right?' Rachel said with a half smile, and then shrugged.

'Look,' she said, 'you're right. I can be a bully. I do cut people down. I try and catch myself at it, but honestly, I've been raised to...be the best, knock the competition down, and I have to admit I like to win, it would be naive of me not to acknowledge that. I don't want to be this person for the rest of my life, and I don't want to be with someone who celebrates other people's pain. And...' she paused, took a deep breath, 'I also like you. I think there could be some mutual benefits to a friendship.'

She stood, walked over the bed, and sat down next to him, taking his hand in her own. He threaded his fingers through hers, and squeezed a little.

'I've never had a successful friendship before, I should warn you.' She said. He laughed.

'Not even with Finn?'

'Are you kidding?' She laughed. 'We're always manipulating each other! He wants something from me. I want something from him. He hides something from me. I hide something from him. I keep thinking that beneath that all he wants to do is...be nice to me. And maybe that's true, but the reality is that-'

'-he's a dick.' Puck interrupted.

'No, the reality is that he's...Quinn's dick.' Rachel said, trying out the word on her tongue awkwardly. Puck grinned, knocked her with his shoulder.

'I'll knock the polish off you yet.'

She sniffed imperiously.

'Only if it transfers to you, I can't spend all my time with a philistine.'

He turned, shrugged, found her face with his fingers, and kissed her the way he wanted to earlier, before Finn had found them in the closet, before she had jerked away and asked him what he was doing. His lips skated across hers, gently, and she was opening her mouth to him before he did the same, finding her tongue, letting his mouth slant across hers. His fingers pressed against the warmth of her scalp, hair cascading between his fingers. He felt a shiver go through her, and couldn't resist smirking, man, he _so_ had it.

He went to push her back down onto the bed, but she matched him for the motion, so they ended up toppling down side by side. He pulled them up the mattress, and she went with him, but then her eyes flickered to the to the door uncertainly.

'I didn't lock it.' She said, and he snickered to himself. Pressed his lips against hers, and dragged her over him so that she was straddling him, legs on either side of his torso, heat pressed against him. Not in quite the right spot, but he had plenty of time to correct that later.

'P-Puck.' She said breathlessly, and she moved her hips against him uncertainly, and then pressed down, breath hitching. With his hands and her help, they moved her so that she was pressed directly against his hard on, and then he grinned, because he couldn't help himself. If this was what their friendship was going to be, he thought he could more than handle that. He ground up into her and her head fell forward, her mouth fell open.

'Door still isn't locked.' She said, and then was reaching between them to undo the fly of his jeans. He shifted to give her better access and looked over at the door. Anyone could walk in. He thought that could possibly be terrible, but...Mr. Schuester already knew, Finn knew, the other Gleekers could go die in a fire for all he cared. He'd love to see the look on Finn's face if he walked in, but that was tired, hadn't that already happened with the janitor's closet earlier in the day?

Puck thanked his own awesomeness that he actually _did_ have condoms in his room, nearby even.

'I bet you'd like that, the door unlocked, wouldn't you?' He said, as he shifted enough that he could get his jeans off where they fell over the bed somewhere. Rachel started to take her skirt off, but he grabbed her wrist and she turned to him, uncertainly.

'Leave the skirt on.' He said, and her eyes widened, and unexpectedly, the corners of her mouth turned up into a smirk.

'I can do that.' She said, shimmying out of her underwear and then springing off the bed to lock the door before he could stop her. If he had it his way, he would have fucked her with the door _open_, with cameras, and an audience, so that he could show _everyone_ how awesome the sex was, and how much they weren't getting any of it. Rachel with clothes on and walking down school halls was a pocket-sized migraine trigger. Rachel during sex? Different story.

He pulled her back on the bed when she approached and once more she was straddling him. They kissed, fervently, and her small hands and nails delicately resting against his ribs shot little pinpricks of heat all the way down to his dick. Oh yeah, he thought, this was almost like a friendship with Santana, except that Rachel was better at the actual friendship part.

He twisted beneath her, and the friction against her underwear made her exhale hard, but he wasn't even trying to get her off. Instead he groped for his wallet, found it, and extracted a condom. He handed it to her.

'Put it on me.' He said, more direct than usual, chancing it. She blushed immediately, her eyes took on that little girl look that made it so wrong and so much _better_ and then she mumbled something about having to take her underwear off and maybe he should take his off too because the mechanics might go a little better, and he zoned out while she kept rambling, and kicked his boxers off because fuck, she did have a point there. And then she was opening the condom and looking at it in that way that suggested she was trying to run through every sex education class, seminar, YouTube video she had ever seen about it so she could get it just _right_.

'I have others, you know, this isn't the part where you're supposed to have performance anxiety.' He said, and she laughed under her breath and then, with the kind of skill that suggested she really _did_ pay attention in health class, she rolled on the condom, all efficiency, showing no signs of intimidation at all, none of the awkwardness he expected.

'Come here.' He said, and pulled her over him with one arm, using his hand to grab a handful of her hair in the other to get the right angle to kiss her properly. He knew the moment she went from hesitation to 'okay, I'm into it.' She made small noises that made him think he should get inside her quickly, and he'd had all these plans to be slower this time, gentle, even though it was nothing like him. He just wanted to try it, but now she was on top of him in her fucking knee high skirt and his dick was against her thigh and he decided whoever would be lame enough to take it slow, had to be retarded.

He reached between them, grasped himself, kept kissing her as he slid himself up and down between her folds, slicking himself up with a seriously hot amount of wetness. She was starting to draw away to say something, when he found the right angle and pushed up into her. And then he could move his hand away, grasp her hip, and encourage her to sink down, down onto him.

He made a sound somewhere between a grunt and a groan, and Rachel's eyes had practically rolled into the back of her head and she moaned low, deep down in her chest, and he cupped her breast like he could find that sound again, feel it thrumming through her sternum.

She was hardly moving, once he was all the way inside of her, hot and tight against him. He almost thought that she was in pain, but eventually she opened her eyes, dazed, and stared at him in shock.

'This is terribly unfair. It feels so good, Noah. I can't concentrate in this position.' She managed, gasping between syllables and words, and making him twitch inside of her, at which she closed her eyes and ground her hips down between them.

They both groaned at that.

'If you can talk, you can move.' He said, and guided her up with the hand on her hip, and then back down again. Rachel moved again of her own volition, and then again, and then had established a slow and uncertain rhythm that still felt _epic_.

Rachel had braced herself against his chest, lightly scraping her fingernails over his pecs and probably not even realising that her right ring finger was getting his erect nipple every time. It felt awesome. Her eyes were shut tightly, and she clearly was having to concentrate very hard, and he felt like there was a furnace between his legs, around him, and it was burning him up. Every now and then she'd start to mouth something, a word perhaps, some lecture that she'd been saving for the worst possible time, the name of God, or Noah, but all that came out was the occasional moan or gasp.

'You speechless is fucking great,' he managed. 'You speechless because I'm fucking you _senseless_ is like the greatest fucking thing in the world.'

She managed to open her eyes to throw a half-hearted glare at him, but he placed both his hands on her hips and controlled more of the rhythm, faster, deeper, arching his hips up so that he could hopefully drag against the inside of her better. It seemed to work, and the arms she was using to brace against him actually buckled. He was about to say something about how awesome he was, when her lips pressed clumsily against his, mouth open, breath puffing against his lips.

_Jesus._ He thought. Maybe she isn't the only one being fucked senseless here.

He reached a hand between her, managed to find her clitoris despite not having much coordination working for him, but it didn't seem to matter. When she realised what he was doing, she reached her own hand between them, tangled her fingers in his own affectionately before moving his hand away and then she moved her hand back between her legs and he knew what she was doing. Puck actually opened his eyes and wished he could see, because oh god, she was _touching_ herself while he was fucking her.

But he couldn't see shit, so he closed his eyes again, brought the hand he was going to use to get her off up to her face so he could touch the skin there, trace her ear, grasp at the back of her neck.

'Oh my god, Rachel,' he said, when she whimpered and started tightening around him. He knew she wasn't there yet, but he hoped she would be soon, because he was starting to have to think about maths and ugly people and politics and all sorts of crap to keep up.

'All friendships should be this way,' he said, breathless, and he felt her smile against his cheek.

'Yeah,' she said, floaty and high, 'yeah...this was such a good idea of mine, I have the best...'

She cried out, started clenching against him more and more, and fuck, he couldn't last. He was not going to last. And she was so close, but not quite there yet. The pace was urgent, tense, and he could feel her fingers frantic and occasionally brushing against the base of him when he withdrew. Politics wasn't cutting it, and he felt the clenching of his own muscles, gathering in his lower thighs, across his abdomen, he was going to come.

'Fucking...' he gasped, 'gold stars, Rachel. You get-'

And her lips smashed against his so hard that he cut the inside of his lip on a tooth but it didn't matter, because he was coming, and she was clenched so hard around him, keening a desperate vibration into his mouth as she came too, digging nails into his shoulders.

It seemed to last forever, but it didn't, and by the time he was able to gather his thoughts together, she was pressed against him, resting her head in the crook of his shoulder, and he unexpectedly had one hand soothing across her upper back, and the other against her hair. They were both breathing hard, her exhales cooled his skin. He licked blood off the inside of his lip, but the cut didn't feel like anything serious.

Eventually she rolled off him to lie on her back, eyes closed, breathing; and he removed the condom, again tying it a knot and throwing it into some corner of the room.

'I have a performance tonight.' She said, and he couldn't detect the tone, was she serious? Disappointed? Happy? Maybe it was just a neutral statement.

'_We_ have a performance tonight.' He amended, and she looked at him, an unexpected twinkle in her eyes, a smile glimmering.

'My first big performance with the Glee club,' she said, speculatively. 'I think we should celebrate, afterwards, don't you?'

He nodded, vaguely, and then realised she was looking at him hungrily, seriously, and that she totally wanted to sex him up. Already.

'Fuck me, Rachel, I hope I can keep up with you.' He said, grinning at her.

'I hope you can too, Noah.' She said, the genuine smile that he so rarely saw brightening her face. And when she pressed herself into his bare body and began to fall asleep, he didn't feel a need to walk away, or say something awful, or get dressed even. He was just okay lying there, thinking about the performance, and more importantly, all the ways they could 'celebrate' that performance together.

He did briefly think about taking a photo of them both lying together and sending it to Finn, though, because that's just the kind of guy he was.


End file.
